|
Decision
|
|
Ottawa, 30 August 1989
|
|
Decision CRTC 89-640
|
|
Northern Cable Services Limited
|
|
Fifty-nine communities in Northern Ontario (see list appended to this decision)Sudbury Cable Services LimitedSudbury, Ontario - 891406100
|
|
Northshore Cable Services Limited
Blind River, Elliot Lake, Espanola, and Sturgeon Falls, Ontario - 891407900 - 891408700 - 891409500 - 891410300
|
|
Ottawa Valley Broadcasting Company Limited
Pembroke, Ontario - 891411100
|
|
CKCY 920 Ltd.
Sault Ste. Marie and Wawa, Ontario - 891412900 - 891413700 - 873540500
|
|
Mid-Canada Communications (Canada) Corporation
Sixteen communities in Northern Ontario (see listed appended to this decision)
|
|
Boulet Cable TV Limited
Mattice and Hornepayne, Ontario - 892834300 - 892835000
|
Pursuant to Public Notice CRTC 1989-95 dated 3 August 1989, the Commission approves the applications by Northern Cable Holdings Limited (Holdings), on behalf of Northern Cable Services Limited (Northern) and its subsidiary companies mentioned above, for approval to effect a corporate restructuring. The existing shareholders of Northern -- exclusive of CUC Broadcasting Limited (CUC), which currently holds approximately 48% of Northern -- have established Holdings to purchase their shares in Northern, representing approximately 52%, and to purchase the shares in Northern owned by CUC.
|
|
The purchase price of CUC's shares is $65 million, and based on the information filed with the application, the Commission has no concerns with respect to the availability or adequacy of the required financing.
|
|
Upon the acquisition of the shares now held by CUC, the remaining shareholders will own Holdings in the same proportion as their current respective interests in Northern.
|
|
As a result, Mr. Baxter Ricard, President and Chairman of the Board of Northern, who currently holds 20.07% of Northern's shares, will own 38.7% of the shares of Holdings through his company Sudbury Broadcasting Company Limited, and Mr. Norman Bradley, Vice-President and General Manager, who now holds 17.44% of Northern's shares, will own 33.7% through Radio and T.V. Distribution Limited. Northern's minority shareholders, including Northern employees, who currently hold 14.32% of the Northern shares, will own 27.6% of the shares of Holdings.
|
|
Northern will become a wholly-owned subsidiary of Holdings, which is itself a company with no controlling shareholder or controlling group of shareholders. The Commission notes that Holdings intends to file anapplication for authority to transfer the assets of Northern when it will be wound up into Holdings.
|
|
Holdings has undertaken to establish a new shareholder's agreement to govern its voting structure and to ensure that the current situation of no clear cut control is maintained. In a letter dated 28 June 1989, the applicant stated that "The new shareholders' agreement will provide, among other things, the following:
|
|
a) arrangements, understandings or agreement as to the voting of securities of the corporation which would affect control will not be permitted;
|
|
b) quorum for shareholder meetings will be set such that 85% of issued and outstanding voting securities of the corporation must be represented to properly constitute a meeting;
|
|
c) quorum for Board meetings will be set such that six Directors must be present in order to properly constitute a meeting".
|
|
In this regard, the Commission reminds Northern that any change to the voting structure of the licensee is subject to prior Commission approval.
|
The Commission notes that CJWA Wawa (893540500) was inadvertently omitted from Public Notice CRTC 1989-95.
|
|
Fernand Bélisle
Secretary General
|
|
APPENDIX/ANNEXE
|
|
Northern Cable Services Limited
|
|
Location/Endroit
|
|
Astorville, Burks Falls, Bonfield, Britt, Bruce Mines, Cartier, Calstock, Cochrane, Corbeil, Desbarats, Emsdale, Fauquier, Field, Foleyet, Gogama, Hagar, Hallebourg, Harty, Hilton Beach, Holtyre, Hearst, Iron Bridge, Jocko Point, Kapuskasing, Kearney, Killarney, Lavigne, Little Current, Loring/Port Loring, Magnetawan, Markstay, Manitowaning, Massey, Mindemoya, Moonbeam, Matheson, Mattawa, Nairn, Noelville, Opsatika, Powassan, Providence Bay, Ramore, Richards Landing, River Valley, Iroquois Falls, Sundridge, Serpent River, Skead, Smooth Rock Falls, South River, Spanish, St. Charles, Thessalon, Timmins, Trout Creek, Verner, Wikwemikong and/et Warren
|
|
Application No./N° de demande
|
|
- 891167900 - 891168700 - 891169500 - 891170300 - 891171100 - 891172900 - 891173700 - 891174500 - 891175200 - 891176000 - 891177600 - 891178800 - 891179400 - 891180200 - 891181000 - 891182800 - 891183600 - 891184400 - 891185100 - 891186900 - 891187700 - 891188500 - 891189300 - 891190100 - 891191900 - 891192700 - 891193500 - 891194300 - 891195000 - 891196800 - 891197600 - 891198400 - 891199200 - 891200800 - 891201600 - 891202400 - 891203200 - 891204000 - 891205700 - 891206500 - 891207300 - 891208100 - 891209900 - 891210700 - 891211500 - 891212300 - 891213100 - 891214900 - 891215600 - 891216400 - 891217200 - 891218000 - 891219800 - 891220600 - 891221400 - 891222200 - 891223000 - 891224800 - 891225500
|
|
Mid-Canada Communications (Canada) Corporation
|
|
Location/Endroit
|
|
North Bay, Timmins, Sudbury, Blind River, Elliot Lake, Espanola, Kapuskasing and/et Pembroke
|
|
Application No./N° de demande
|
|
- 891414500 - 891418600 - 891427700 - 891415200 - 891416000 - 891426900 - 891417800 - 891419400 - 891420200 - 891421000 - 891425100 - 891422800 - 891423600 - 891424400 - 891429300 - 891428500
|
|
|
|